secwatch / observer

8-K filed June 20, 2024, 7:59 PM ET CIK 0001715768

M&A confidence high sentiment neutral materiality 1.00

Transphorm, Inc.: M&A transaction — Transphorm acquired by Renesas for $5.10/share; stock to be delisted

Transphorm, Inc.

Merger completed June 20, 2024; shareholders receive $5.10 per share in cash.
Total consideration ~$345 million paid from Renesas's cash on hand.
All directors and officers (Parikh, Mishra, McAulay) replaced; Chittipeddi sole director.
Common stock to be delisted from Nasdaq and deregistered under Exchange Act.
Pre-closing credit facility amended to allow $15M borrowing; post-closing reduced to $3M.

item 1.01 item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Departed

Primit Parikh

Director

Transphorm, Inc.

Effective: 2024-06-20
Filed: June 20, 2024, 7:59 PM ET

Pursuant to the Merger Agreement, at the Effective Time, Primit Parikh, Umesh Mishra, Eiji Yatagawa, Julian Humphreys, Katharina McFarland, Kelly Smales, and Cynthia (Cindi) Moreland, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and a member of any committee of the Company’s Board of Directors.

Departed

Eiji Yatagawa

Director

Transphorm, Inc.

Effective: 2024-06-20
Filed: June 20, 2024, 7:59 PM ET

Pursuant to the Merger Agreement, at the Effective Time, Primit Parikh, Umesh Mishra, Eiji Yatagawa, Julian Humphreys, Katharina McFarland, Kelly Smales, and Cynthia (Cindi) Moreland, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and a member of any committee of the Company’s Board of Directors.

Departed

Kelly Smales

Director

Transphorm, Inc.

Effective: 2024-06-20
Filed: June 20, 2024, 7:59 PM ET

Pursuant to the Merger Agreement, at the Effective Time, Primit Parikh, Umesh Mishra, Eiji Yatagawa, Julian Humphreys, Katharina McFarland, Kelly Smales, and Cynthia (Cindi) Moreland, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and a member of any committee of the Company’s Board of Directors.

Departed

Julian Humphreys

Director

Transphorm, Inc.

Effective: 2024-06-20
Filed: June 20, 2024, 7:59 PM ET

Pursuant to the Merger Agreement, at the Effective Time, Primit Parikh, Umesh Mishra, Eiji Yatagawa, Julian Humphreys, Katharina McFarland, Kelly Smales, and Cynthia (Cindi) Moreland, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and a member of any committee of the Company’s Board of Directors.

Departed

Cynthia (Cindi) Moreland

Director

Transphorm, Inc.

Effective: 2024-06-20
Filed: June 20, 2024, 7:59 PM ET

Pursuant to the Merger Agreement, at the Effective Time, Primit Parikh, Umesh Mishra, Eiji Yatagawa, Julian Humphreys, Katharina McFarland, Kelly Smales, and Cynthia (Cindi) Moreland, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and a member of any committee of the Company’s Board of Directors.

Departed

Katharina McFarland

Director

Transphorm, Inc.

Effective: 2024-06-20
Filed: June 20, 2024, 7:59 PM ET

Pursuant to the Merger Agreement, at the Effective Time, Primit Parikh, Umesh Mishra, Eiji Yatagawa, Julian Humphreys, Katharina McFarland, Kelly Smales, and Cynthia (Cindi) Moreland, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and a member of any committee of the Company’s Board of Directors.

Departed

Umesh Mishra

Director

Transphorm, Inc.

Effective: 2024-06-20
Filed: June 20, 2024, 7:59 PM ET

Pursuant to the Merger Agreement, at the Effective Time, Primit Parikh, Umesh Mishra, Eiji Yatagawa, Julian Humphreys, Katharina McFarland, Kelly Smales, and Cynthia (Cindi) Moreland, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and a member of any committee of the Company’s Board of Directors.

Departed

Umesh Mishra

Other Named Officer

Transphorm, Inc.

Effective: 2024-06-20
Filed: June 20, 2024, 7:59 PM ET

Immediately after the Effective Time, Umesh Mishra and Cameron McAulay, each of whom was an officer of the Company as of immediately prior to the Effective Time, ceased serving in their respective corporate offices of the Company.

Departed

Cameron McAulay

Other Named Officer

Transphorm, Inc.

Effective: 2024-06-20
Filed: June 20, 2024, 7:59 PM ET

Immediately after the Effective Time, Umesh Mishra and Cameron McAulay, each of whom was an officer of the Company as of immediately prior to the Effective Time, ceased serving in their respective corporate offices of the Company.

Appointed

Sailesh Chittipeddi

Sole Director

Transphorm, Inc.

Effective: 2024-06-20
Filed: June 20, 2024, 7:59 PM ET

At the Effective Time, Sailesh Chittipeddi became the sole director of the Company.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Primit Parikh departed as Director at Transphorm, Inc..

Action: ceased
Role: Director

Exact text from the filing

Pursuant to the Merger Agreement, at the Effective Time, Primit Parikh, Umesh Mishra, Eiji Yatagawa, Julian Humphreys, Katharina McFarland, Kelly Smales, and Cynthia (Cindi) Moreland, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and a member of any committee of the Company’s Board of Directors.

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

Eiji Yatagawa departed as Director at Transphorm, Inc..

Action: ceased
Role: Director

Exact text from the filing

Pursuant to the Merger Agreement, at the Effective Time, Primit Parikh, Umesh Mishra, Eiji Yatagawa, Julian Humphreys, Katharina McFarland, Kelly Smales, and Cynthia (Cindi) Moreland, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and a member of any committee of the Company’s Board of Directors.

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

Kelly Smales departed as Director at Transphorm, Inc..

Action: ceased
Role: Director

Exact text from the filing

Pursuant to the Merger Agreement, at the Effective Time, Primit Parikh, Umesh Mishra, Eiji Yatagawa, Julian Humphreys, Katharina McFarland, Kelly Smales, and Cynthia (Cindi) Moreland, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and a member of any committee of the Company’s Board of Directors.

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

Julian Humphreys departed as Director at Transphorm, Inc..

Action: ceased
Role: Director

Exact text from the filing

Pursuant to the Merger Agreement, at the Effective Time, Primit Parikh, Umesh Mishra, Eiji Yatagawa, Julian Humphreys, Katharina McFarland, Kelly Smales, and Cynthia (Cindi) Moreland, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and a member of any committee of the Company’s Board of Directors.

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

Cynthia (Cindi) Moreland departed as Director at Transphorm, Inc..

Action: ceased
Role: Director

Exact text from the filing

Pursuant to the Merger Agreement, at the Effective Time, Primit Parikh, Umesh Mishra, Eiji Yatagawa, Julian Humphreys, Katharina McFarland, Kelly Smales, and Cynthia (Cindi) Moreland, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and a member of any committee of the Company’s Board of Directors.

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

Katharina McFarland departed as Director at Transphorm, Inc..

Action: ceased
Role: Director

Exact text from the filing

Pursuant to the Merger Agreement, at the Effective Time, Primit Parikh, Umesh Mishra, Eiji Yatagawa, Julian Humphreys, Katharina McFarland, Kelly Smales, and Cynthia (Cindi) Moreland, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and a member of any committee of the Company’s Board of Directors.

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

Umesh Mishra departed as Director at Transphorm, Inc..

Action: ceased
Role: Director

Exact text from the filing

Pursuant to the Merger Agreement, at the Effective Time, Primit Parikh, Umesh Mishra, Eiji Yatagawa, Julian Humphreys, Katharina McFarland, Kelly Smales, and Cynthia (Cindi) Moreland, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and a member of any committee of the Company’s Board of Directors.

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

Umesh Mishra departed as other_named_officer at Transphorm, Inc..

Action: ceased

Exact text from the filing

Immediately after the Effective Time, Umesh Mishra and Cameron McAulay, each of whom was an officer of the Company as of immediately prior to the Effective Time, ceased serving in their respective corporate offices of the Company.

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

Cameron McAulay departed as other_named_officer at Transphorm, Inc..

Action: ceased

Exact text from the filing

Immediately after the Effective Time, Umesh Mishra and Cameron McAulay, each of whom was an officer of the Company as of immediately prior to the Effective Time, ceased serving in their respective corporate offices of the Company.

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

Sailesh Chittipeddi was appointed as Sole Director at Transphorm, Inc..

Action: became
Role: Sole Director

Exact text from the filing

At the Effective Time, Sailesh Chittipeddi became the sole director of the Company.

View on SEC.gov

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Transphorm, Inc. underwent a change of control involving Renesas Electronics America Inc. for approximately $345 million (closed 2024-06-20).

Action: change of control
Counterparty: Renesas Electronics America Inc.
Consideration: approximately $345 million
Closing: 2024-06-20

Exact text from the filing

Company Options and Company Warrants from cash on hand. The total amount of consideration payable to the Company’s equityholders in connection with the Merger was approximately $345 million.

View on SEC.gov

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Source: SEC EDGAR

accession 0001193125-24-164045

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